Exhibit 10.93


 


 


 


 



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DRAFT CONFIDENTIAL TERM SHEET

not to be reproduced or distributed


 


6% Convertible Debenture


 


 





	Date:	September 25, 2012
	 	 
	Offeror:	Viral Genetics, Inc., a Delaware corporation
	 	 
	Offering:	not to exceed $250,000
	 	 
	Eligibility:	Accredited Investors or Non-US Persons only.
	 	 
	Funding Release:	on Closing
	 	 
	Closing:	On execution of Subscription Agreement (attached) and receipt of funds.
	 	 
	Maturity:	one year from Closing
	 	 
	Securities:	6% Convertible Debenture
	 	 
	Interest Rate:	Six percent (6%)
	 	 
	Conversion:	Principal and interest exchangeable into Shares at Conversion Price.
	 	 
	Shares:	1 share of common stock of Offeror ("Shares"), par value $0.001
	 	 
	Conversion Price:	seventy percent (70%) of the volume-weighted average closing price of the Shares of Offeror as reported by OTC Markets for the twenty (20) trading days starting from the trading day immediately after the record date of the Offeror's pending reverse stock split, expected on or around November 15, 2012
	 	 
	
        Prepayment:

         
	Offeror may
    prepay unpaid principal and interest on the Convertible Debenture with twenty (20) days' notice, during which period Holder
    may convert all or part of the Convertible Debenture
	 	 
	Reverse Stock Split:	
        Offer will complete a reverse stock split at
        a ratio to be determined within 45 business days of Closing.








 


 


2290 Huntington
Drive, Suite 100, San Marino, CA, 91108, Tel: (626) 334-5310 Fax: (626) 334-5324 www.viraloenetics.com


 






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******************************************************************************


 


THE COMMON STOCK OF VIRAL GENETICS,
INC., DESCRIBED IN THIS TERM SHEET INCLUDING THAT ACQUIRABLE THROUGH EXERCISE OF WARRANTS (this "Term Sheet") HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("Act"), OR QUALIFIED UNDER THE STATE SECURITIES LAWS OF
ANY STATE. THE SECURITIES WILL BE SOLD IN RELIANCE ON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS. THE SECURITIES
DESCRIBED IN THIS TERM SHEET CANNOT BE SOLD, TRANSFERRED, ASSIGNED, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH APPLICABLE
FEDERAL AND STATE SECURITIES LAWS, INCLUDING REGULATION S PROMULGATED UNDER THE ACT.


 


ALL OFFERS AND SALE OF SAID
SECURITIES BY NON-U.S. PERSONS PRIOR TO THE EXPIRATION OF A PERIOD COMMENCING ON THE DATE OF THE CLOSING OF THIS OFFERING AND ENDING
ONE-YEAR THEREAFTER SHALL ONLY BE MADE IN COMPLIANCE WITH THE SAFE HARBOR CONTAINED IN REGULATION S, PURSUANT TO THE REGISTRATION
PROVISIONS UNDER THE SECURITIES ACT OF 1933, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION, AND ALL OFFERS AND SALES AFTER THE
EXPIRATION OF THE ONE-YEAR PERIOD SHALL BE MADE ONLY PURSUANT TO REGISTRATION OR AN EXEMPTION FROM REGISTRATION.


************************************************************************


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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SUBSCRIPTION AGREEMENT


 


 


VIRAL GENETICS,
INC.


2290 Huntington Drive, Suite 100


San Marino, CA 91108




 


THE COMMON STOCK
OF VIRAL GENETICS, INC., INCLUDING THAT ACQUIRABLE UPON EXCHANGE OF THE CONVERTIBLE DEBENTURE, DESCRIBED IN THIS SUBSCRIPTION AGREEMENT
(this "Agreement") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("Act"), OR QUALIFIED
UNDER THE STATE SECURITIES LAWS OF ANY STATE. THE SECURITIES ARE BEING SOLD IN RELIANCE ON EXEMPTIONS FROM SUCH REGISTRATION AND
QUALIFICATION REQUIREMENTS. THE SECURITIES AND RIGHTS PURSUANT TO THIS AGREEMENT CANNOT BE SOLD, TRANSFERRED, ASSIGNED, OR OTHERWISE
DISPOSED OF, EXCEPT IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS, INCLUDING REGULATION S PROMULGATED UNDER THE
ACT.


 


ALL OFFERS AND
SALE OF SAID SECURITIES BY NON-U.S. PERSONS PRIOR TO THE EXPIRATION OF A PERIOD COMMENCING ON THE DATE OF THE CLOSING OF THIS OFFERING
AND ENDING ONE-YEAR THEREAFTER SHALL ONLY BE MADE IN COMPLIANCE WITH THE SAFE HARBOR CONTAINED IN REGULATION S, PURSUANT TO THE
REGISTRATION PROVISIONS UNDER THE SECURITIES ACT OF 1933, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION, AND ALL OFFERS AND SALES
AFTER THE EXPIRATION OF THE ONE-YEAR PERIOD SHALL BE MADE ONLY PURSUANT TO REGISTRATION OR AN EXEMPTION FROM REGISTRATION.


 


This
Agreement shall constitute the irrevocable offer of the undersigned to purchase, in the amounts and subject to the terms set forth
in this Agreement, one Convertible Debenture of Viral Genetics, Inc., a Delaware corporation (the "Company") ("Debenture"),
with the face value of $50,000.00 in the form attached hereto as Exhibit A, for the purchase
price of $50,000.00. On execution by both parties,
this Agreement shall become a bilateral agreement binding on both the undersigned and the Company. Each part of this Agreement
must be completed by the undersigned and, by execution below, the undersigned acknowledges that it understands that the Company
is relying on the accuracy and completeness hereof in complying with its obligations under applicable securities laws.


 


On the foregoing,
it is hereby agreed as follows:


 


1.              SUBSCRIPTION.
The undersigned hereby irrevocably subscribes for the purchase of the Debenture. The undersigned is tendering to the Company:


 


(a)               one signed copy of this Agreement; and


 


(b)               payment
in the amount of $50,000.00 (the "Purchase Price").


 


2.              GENERAL
REPRESENTATIONS OF SUBSCRIBER. The undersigned hereby represents and warrants as follows:


 


(a)               The
undersigned is over the age of 18 years;


 






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(b)               The
undersigned acknowledges that neither the United States Securities and Exchange Commission nor the securities commission of
any state or other federal agency has made any determination as to the merits of purchasing these securities;


 


(c)               The
undersigned has received and read all of the Company's filings made on the OTCIQ News and Disclosure system and available at www.pinksheets.com
including the "Quarterly Report" and "Consolidated Financial Statements" for the six months ended June
30, 2012; the "Annual Report" and -Consolidated Financial Statements" for the fiscal year ended
December 31, 2011; the "Initial Company Information and Disclosure Statements" for the nine months and three months
ending September 30, 2009 and March 31, 2009, respectively; the "Articles of Incorporation - Amendment" filed May
15, 2009; and the "Supplemental Information - Current Reporting Obligations Filing - Merger" filed April 24, 2009;
as well as all prior filings made on the SEC EDGAR system including, without limitation, the Form 10-KSB, as amended, for the
fiscal year ended December 31, 2006, the Quarterly Report on Form 10-QSB for the quarter ended September 30, 2007, all
Current Reports on Form 8-K, all other filings and disclosures made on the OTCIQ News and Disclosure system and available at www.pinksheets.com,
all press releases, and other information; and the undersigned understands the risk of an investment in the Company,
acknowledging that an investment in the Company inherently involves high risks.


 


(d)               The
undersigned, either alone or with the assistance of one or more advisers engaged by it, has such knowledge and experience in
business and financial matters that it or they is capable of evaluating the Company, its business operations, and the risks
and merits of an investment in the Company;


 


(e)               The
undersigned has been provided with all materials and information requested by the undersigned or its representatives,
including any information requested to verify any information furnished, and the undersigned has been provided the
opportunity for direct communication between the Company and its representatives and the undersigned and its representatives
regarding the purchase made hereby, including the opportunity to ask questions of and receive answers from the Company
including with regards to any of the information described in 2 (c) above;


 


(f)               All
information which the undersigned has provided to the Company or its agents or representatives concerning the undersigned's
suitability to invest in the Company is complete, accurate, and correct as of the date of the undersigned's signature on this
Agreement. Such information includes, but is not limited to, information concerning the undersigned's personal financial
affairs, business position, and the knowledge and experience of the undersigned and the undersigned's advisers;


 


(g)               The
undersigned has no present intention of dividing any of the securities or the rights under this Agreement with others or of
reselling or otherwise disposing of any portion of the securities, either currently or after the passage of a fixed or
determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstance;


 


(h)               The
undersigned was at no time solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article,
radio or television advertisement, or any other form of general advertising or solicitation in connection with the offer,
sale, or purchase of the securities through this Agreement; and


 


(i)               The
undersigned has adequate means of providing for its current needs and possible contingencies and has no need now and
anticipates no need in the foreseeable future, to sell any portion of the securities for which the undersigned hereby
subscribes. The undersigned is able to bear the economic risks of this investment and, consequently, without limiting the
generality of the foregoing, is able to hold the securities for an indefinite period of time, and has a sufficient net worth
to sustain a loss of the entire investment, in the event such loss should occur.


 






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(j)               The
undersigned is an Accredited Investor, and has completed the following Accredited Investor Qualifying Questionnaire:


 


PERSONAL
FINANCIAL INFORMATION. The following information pertaining to the undersigned as a natural person and U.S. Persons
within the meaning of Regulation S is being provided here in lieu of furnishing a personal financial statement.


 


(a)               My
individual net worth, or joint net worth with my spouse, excluding any primary residence, exceeds $1,000,000.


Yes [X]     No
[  ]



DWO


INITIAL


 



(b)               My
individual income in 2010 and 2011 exceeded $200,000 in each such year, and I reasonably expect my individual income will be
in excess of $200,000 in 2012.


Yes [X]     No
[  ]


DWO


INITIAL



 


(c)               The
joint income of my spouse and I in 2010 and 2011 exceeded $300,000 in each such year, and I reasonably expect our joint
income will be in excess of $300,000 in 2012.


Yes [X]     No [  ]


DWO


INITIAL



 


(d)               Considering
the foregoing and all other relevant factors in my financial and personal circumstances, I am able to bear the economic risk
of an investment in the Company.


Yes [X]     No [  ]


DWO


INITIAL



 


3.              REPRESENTATIONS
REGARDING EXEMPTIONS AND RESTRICTIONS ON TRANSFER. The undersigned represents that the securities are being acquired without
a view to, or for, resale in connection with any distribution of the securities or any interest therein without registration or
other compliance under the Act, and that the undersigned has no direct or indirect participation in any such undertaking or in
the underwriting of such an undertaking. The undersigned understands that the securities have not been registered, but are being
acquired by reason of a specific exemption under the Act as well as under certain state statutes for transactions by an issuer
not involving any public offering and that any disposition of the securities may, under certain circumstances, be inconsistent
with this exemption and may make the undersigned an "underwriter" within the meaning of the Act. The undersigned acknowledges
that the securities must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently
registered under the Act or an exemption from such registration is available. The Company is under no obligation to register the
securities under the Act or under Section 12 of the Securities Exchange Act of 1934, as amended. The certificates representing
the securities will bear a legend restricting transfer, except in compliance with applicable federal and state securities statutes.


 






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4.              GENERAL.
The undersigned further understands, acknowledges, and agrees that:


 


(a)               This Agreement is registered in the name of the undersigned on the books of the Company at its principal offices, and no
transfer hereof shall be valid and binding on the Company unless made at such offices by the registered holder or his attorney-in-fact
duly authorized in writing. The Company may deem and treat the person in whose name this Agreement is registered as the absolute
owner hereof for the purpose of receiving any securities issuable pursuant hereto and for all other purposes.


 


(b)               This Agreement shall be construed in accordance with and governed by the laws of the state of California.


 


(c)               This
Agreement constitutes the entire agreement between the parties respecting the subject matter hereof.


 


(d)                made
herein under federal Notwithstanding any of the representations, warranties, acknowledgments, or
agreements by the undersigned, the undersigned does not waive any rights granted to the undersigned and state securities laws.


 


(e)               The
undersigned will hold title to the securities as follows:


 


______
Community Property


 


______
Joint Tenants, with Right of Survivorship


 


______
Tenants in Common


 


______
Separate Property


 


___X__
Other   Limited Liability Company (DW ODELL COMPANY, LLC)


                   (Single
Person, Trust, Etc., Please Indicate)



 


 


 


 


 



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EXHIBIT A


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS DEBENTURE DOES NOT REQUIRE PHYSICAL SURRENDER HEREOF IN ORDER TO EFFECT
A PARTIAL PAYMENT, REDEMPTION OR CONVERSION HEREOF. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS DEBENTURE MAY BE LESS
THAN THE PRINCIPAL AMOUNT SHOWN BELOW.


 


VIRAL GENETICS, INC.


 


6% UNSECURED
CONVERTIBLE DEBENTURE


 





	San Marino, California	$50000.00
	Issue Date: September 26, 2012	 











 


FOR
VALUE RECEIVED, VIRAL GENETICS, INC., a Delaware corporation (the "Company"),
hereby promises to pay to the order of DW Odell Co., LLC, or their permitted successors or assigns (the "Holder")
the sum of fifty-three thousand dollars ($53,000) in same day funds, on or before the one-year anniversary
of the date of issue affixed above (the "Maturity Date"). The Company's obligations under the Debenture,
including without limitation its obligation to make payments of principal thereof and interest thereon, are unsecured.


 


The following terms
shall apply to this Debenture:


 


1.              DEFINITIONS.


 


"Conversion Price" means seventy percent (70%) of the volume-weighted average
closing price of the Shares of Offeror as reported by OTC Markets for the twenty (20) trading days starting from the trading day
immediately after the record date of the Offeror's pending reverse stock split, expected
on or around November 15, 2012.


 


"Default Interest Rate"
means twelve percent (12%).


 


"Issue Date" means
the date on which this Debenture is issued.


 


"Maturity Date" has
the meaning set forth in the preamble to this Agreement.


 


"Person"
means any individual, corporation, trust, association, company, partnership, joint venture, limited liability company,
joint stock company, governmental authority or other entity.


 






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All definitions contained in this Debenture are equally applicable to
the singular and plural forms of the terms defined. The words "hereof', "herein" and "hereunder" and
words of similar import referring to this Debenture refer to this Debenture as a whole and not to any particular provision of
this Debenture.


 


2.              PAYMENT.


 


(a)              Principal
Payment. The Company shall pay to the Holder, in cash on or before the Maturity Date, the original unpaid principal
amount of this Debenture (plus unpaid accrued interest thereon); provided, that if the Maturity Date is not a business
day, such payment shall be made on the next succeeding business day. The Principal Payment that is due in cash and which is
not paid on the Maturity Date shall bear interest until paid at the Default Interest Rate.


 


(b)              Interest.
This Debenture shall bear interest at the simple annual rate of six percent (6%), unless in Default, all due at the Maturity
Date.


 


(c)              Prepayment.
The Company may prepay the unpaid principal of this Debenture in whole or in part at any time by delivery in
immediately-available cash following 20 business days advance notice in writing, during which time Holder may elect to effect
a Conversion of all or any part of unpaid principal and interest, as described herein.


 


3.              CONVERSION.


 


(a)              Conversion.
Subject to the conditions and limitations specifically provided herein, Holder may elect to exchange all or any part of unpaid
principal and interest into Shares (a "Conversion").


 


(b)              Conversion
Notice. In order to effect a conversion of principal and accrued interest of this Debenture, the Holder shall send to
Company by facsimile transmission or email, at any time prior to 5:00 p.m., Pacific Time, on the business day on which the
Company wishes to effect such Conversion (the "Conversion Date"), a properly completed notice of
conversion, in the form set forth on Annex I hereto, stating the amount of principal (and, if the Holder so elects,
Interest) to be converted and a calculation of the number of Shares issuable upon such Conversion (a "Conversion
Notice"). The Holder may specify the name or names (if not the Holder) in which the Shares that are issuable on
such Conversion shall be issued by notifying Company. The Holder shall not be required to physically surrender this Debenture
to the Company in order to effect a Conversion, unless such Conversion would represent payment in full of the Debenture. The
Company shall maintain a record showing, at any given time, the unpaid principal amount of this Debenture and the date of
each Conversion or other payment of principal hereof.


 


(c)              Number
of Shares; Conversion Price. The number of Shares to be delivered by the Company pursuant to a Conversion shall be equal
to the principal amount of (and, if the Holder so elects, Interest accrued on) this Debenture being converted divided
by the Conversion Price.


 


(d)              Delivery
of Common Stock Upon Conversion. Upon delivery of a Conversion Notice, the Company shall, no later than the close of
business on the fifth (5th) business day following the Conversion Date set forth in such Conversion Notice (the "Delivery
Date"), issue and deliver or cause to be delivered to the Holder the number of shares of common stock ("Shares") determined
pursuant to paragraph 3(c) above. The Company shall effect delivery of the Shares to the Holder no later than the close of
business on such Delivery Date by delivering to the Holder or its nominee physical certificates representing such shares. If
any Conversion would create a fractional share, such fractional share shall be disregarded and the number of shares issuable
upon such Conversion, in the aggregate, shall be the nearest whole number.


 


4.              MISCELLANEOUS.


 


(a)              Failure to Exercise Rights not Waiver. No failure or delay on the part of the Holder in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right
or privilege preclude any other or further exercise thereof. All rights and remedies of the Holder hereunder are cumulative and
not exclusive of any rights or remedies otherwise available.


 


(b)              Notices. Any notice, demand or request required or permitted to be given by the Company or the Holder pursuant to
the terms of this Debenture shall be in writing and shall be deemed delivered (i) when delivered personally or by verifiable facsimile
transmission, unless such delivery is made on a day that is not a business day, in which case such delivery will be deemed to be
made on the next succeeding business day and (ii) on the next business day after timely delivery to an overnight courier, addressed
as follows:


 


If to the Company:


 


Viral Genetics, Inc.


2210 Huntington Drive, Suite 100


San Marino, CA 91108


Attn: Haig Keledjian, Chief Executive Officer


Tel: 626-334-5310


Fax: 626-334-5324


Email: haig@viralgenetics.com


 


If to the Holder:


 


DW Odell Company,
LLC


2927 De La Vina Street


Santa Barbara, CA
93105





Tel: 805-679-7560


Fax: 805-679-6760


 


(c)              Amendments. No amendment, modification or other change to, or waiver of any provision of, this Debenture may be made
unless such amendment, modification or change is set forth in writing and is signed by the Company and the Holder.


 






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(d)              Transfer of Debenture. The Holder may sell, transfer or otherwise dispose of all or any part of this Debenture (including
without limitation pursuant to a pledge) to any person or entity as long as such sale, transfer or disposition is the subject
of an effective registration statement under the Securities Act and applicable state securities laws, or is exempt from registration
thereunder. From and after the date of any such sale, transfer or disposition, the transferee hereof shall be deemed to be the
holder of a Debenture in the principal amount acquired by such transferee, and the Company shall, as promptly as practicable,
issue and deliver to such transferee a new Debenture identical in all respects to this Debenture, in the name of such transferee.
The Company shall be entitled to treat the original Holder as the holder of this entire Debenture unless and until it receives
written notice of the sale, transfer or disposition hereof.


 


(e)              Lost
or Stolen Debenture. Upon receipt by the Company of evidence of the loss, theft, destruction or mutilation of this Debenture,
and (in the case of loss, theft or destruction) of indemnity or security reasonably satisfactory to the Company, and upon surrender
and cancellation of the Debenture, if mutilated, the Company shall execute and deliver to the Holder a new Debenture identical
in all respects to this Debenture.


 


(f)              Governing
Law. This Debenture shall be governed by and construed in accordance with the laws of the State of California applicable to
contracts made and to be performed entirely within the State of California.


 


(g)              Successors
and Assigns. The terms and conditions of this Debenture shall inure to the benefit of and be binding upon the respective
successors (whether by merger or otherwise) and permitted assigns of the Company and the Holder. The Company may not assign
its rights or obligations under this Debenture except as specifically required or permitted pursuant to the terms hereof.


 


(h)              Usury.
This Debenture is subject to the express condition that at no time shall the Company be obligated or required to pay interest
hereunder at a rate which could subject the Holder to either civil or criminal liability as a result of being in excess of
the maximum interest rate which the Company is permitted by applicable law to contract or agree to pay. If by the terms of
this Debenture, the Company is at any time required or obligated to pay interest hereunder at a rate in excess of such
maximum rate, the rate of interest under this Debenture shall be deemed to be immediately reduced to such maximum rate and
the interest payable shall be computed at such maximum rate and all prior interest payments in excess of such maximum rate
shall be applied and shall be deemed to have been payments in reduction of the principal balance of this Debenture.


 


IN WITNESS
WHEREOF, the Parties have caused this Debenture to be signed in their name by a duly authorized officer on the date first above
written.


 


VIRAL GENETICS, INC.


 


 



By: /s/ Haig Keledjian


       Name: Haig
Keledjian


       Title: President


 






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ANNEX I


 


NOTICE OF
CONVERSION


 


The Holder hereby elects to require
conversion of principal of and/or interest accrued on the 6% Unsecured Convertible Debenture (the "Debenture") into shares
of common stock ("Shares") of the Company according to the terms and conditions of the Debenture. Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in the Debenture.


 





 


Date of Conversion:______________________________


 


Principal Amount of


Debenture to be Converted:________________________


 


Amount
of Interest


to be Converted:_________________________________


 


Number of Shares of


Common Stock to be Issued:________________________


 


Name
of Holder:_________________________________


 


Address:_______________________________________


 


                 _______________________________________


 


                 _______________________________________


 


Signature:______________________________________


                   Name:


                   Title:



 


 


 






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